0001140361-17-005748.txt : 20170210 0001140361-17-005748.hdr.sgml : 20170210 20170210152252 ACCESSION NUMBER: 0001140361-17-005748 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 EFFECTIVENESS DATE: 20170210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODINE MANUFACTURING CO CENTRAL INDEX KEY: 0000067347 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 390482000 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-215999 FILM NUMBER: 17592687 BUSINESS ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2626361200 MAIL ADDRESS: STREET 1: 1500 DEKOVEN AVE CITY: RACINE STATE: WI ZIP: 53403 S-8 1 forms8.htm MODINE MANUFACTURING CO S-8 2-10-2017
Registration No. 333-__________
As filed with the Securities and Exchange Commission on February 10, 2017
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
under
The Securities Act of 1933
 
MODINE MANUFACTURING COMPANY
(Exact Name of Registrant as Specified in Charter)
 
Wisconsin
  
39-0482000
(State of Incorporation)
  
(I.R.S. Employer Identification No.)
     
1500 DeKoven Avenue
Racine, Wisconsin
  
53403
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
Modine 401(k) Retirement Plan for Salaried Employees
 
Margaret C. Kelsey
Vice President, Legal and Corporate Communications,
General Counsel & Secretary
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin  53403
(262) 636-1200
(Name, address and telephone number, including area code, of agent for service)
 
With copies to:
C.J. Wauters
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin  53202
(414) 273-3500
 
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Accelerated filer ☑
Non-accelerated filer ☐
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CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered(1)
  
Amount to be
Registered
    
Proposed Maximum
Offering Price Per
Share
    
Proposed Maximum
Aggregate Offering
Price
    
Amount of
Registration Fee
  
                         
Common Stock, $0.625 par value per share
    
250,000
(2) 
  
$
11.90
(2) 
  
$
2,975,000
    
$
344.80
(2) 
(1)
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement is also deemed to register an indeterminate amount of interests to be offered or sold pursuant to the Modine 401(k) Retirement Plan for Salaried Employees.
 
(2)
Registration fee calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended.  The registration fee is based on the average of the high and low price of a share of Modine Manufacturing Company common stock, par value $0.625 per share, on February 8, 2017 on the New York Stock Exchange.
 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”).  The information in the Registration Statements on Form S-8 relating to the Modine 401(k) Plan for Salaried Employees filed by Modine Manufacturing Company (the “Company”) pursuant to the Securities Act on October 28, 2002 (Registration No. 333-100772) and July 1, 2011 (Registration No. 333-175304) (as amended) is hereby incorporated by reference into this Registration Statement.
 
Exhibits
 
5(a)
Opinion of Counsel as to the Legality of the Securities Being Registered is not required because no original issuance securities are to be registered under this Registration Statement.
   
5(b)
In lieu of an opinion of counsel concerning compliance with requirements of ERISA or an Internal Revenue Service (“IRS”) determination letter that the plans subject hereto are qualified under Section 401 of the Internal Revenue Code, the Registrant hereby undertakes that it has submitted or will submit such plans and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify such plans.
   
23
Consent of PricewaterhouseCoopers LLP
   
24
Power of Attorney
 
2
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Racine, State of Wisconsin, on February 10, 2017.
 
MODINE MANUFACTURING COMPANY
 
By:
/s/ Thomas A. Burke
Thomas A. Burke
President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Thomas A. Burke          
  
President, Chief Executive Officer and Director
  
February 10, 2017
Thomas A. Burke
  
(Principal Executive Officer)
    
         
         
/s/ Michael B. Lucareli          
  
Vice President, Finance, Chief Financial Officer
  
February 10, 2017
Michael B. Lucareli
  
and Treasurer (Principal Financial Officer)
    
 
Directors:
 
David J. Anderson; David G. Bills; Thomas A. Burke; Charles P. Cooley; Suresh V. Garimella; Larry O. Moore; Christopher W. Patterson; Marsha C. Williams; Christine Y. Yan

*By:
/s/ Margaret C. Kelsey
  
February 10, 2017
 
Margaret C. Kelsey
    
 
As Attorney-in-Fact*
    
 
*Pursuant to authority granted by power of attorney, a copy of which is filed herewith.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans subject hereto) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Racine, state of Wisconsin, on February 10, 2017.

 
MODINE 401(K) RETIREMENT PLAN FOR SALARIED EMPLOYEES
   
 
/s/ Michael B. Lucareli
  
 
Michael B. Lucareli
  
 
Committee Member
  

 
/s/ Margaret C. Kelsey
  
 
Margaret C. Kelsey
  
 
Committee Member
  
 
3
EXHIBIT INDEX
 
5(a)
Opinion of Counsel as to the Legality of the Securities Being Registered is not required because no original issuance securities are to be registered under this Registration Statement.
   
5(b)
In lieu of an opinion of counsel concerning compliance with requirements of ERISA or an Internal Revenue Service (“IRS”) determination letter that the plans subject hereto are qualified under Section 401 of the Internal Revenue Code, the Registrant hereby undertakes that it has submitted or will submit such plans and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify such plans.
   
Consent of PricewaterhouseCoopers LLP
   
Power of Attorney
 
 
4
 EX-23 2 ex23.htm EXHIBIT 23
Exhibit 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 26, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Modine Manufacturing Company’s Annual Report on Form 10‑K for the year ended March 31, 2016.

/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 10, 2017
 
 
 EX-24 3 ex24.htm EXHIBIT 24
Exhibit 24
 
POWER OF ATTORNEY
(Registration Statement on Form S-8)

Each of the undersigned directors of Modine Manufacturing Company, a Wisconsin corporation (the “Company”), designates Margaret C. Kelsey, with the power of substitution and resubstitution, as the undersigned’s true and lawful attorney-in-fact for the undersigned and in the undersigned’s name, place and stead to sign for the undersigned and in the undersigned’s name in the capacity as a director of the Company the Registration Statement on Form S-8 relating to the Modine 401(k) Retirement Plan for Salaried Employees, and to file the same, with all exhibits thereto, other documents in connection therewith, and any amendments to any of the foregoing, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the undersigned’s substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Registration Statement on Form S-8, on one or more counterparts, as of the 10th day of February, 2017.

/s/ David J. Anderson
  
/s/ Larry O. Moore
David J. Anderson
  
Larry O. Moore
     
/s/ David G. Bills
  
/s/ Christopher W. Patterson
David G. Bills
  
Christopher W. Patterson
     
/s/ Thomas A. Burke
  
/s/ Marsha C. Williams
Thomas A. Burke
  
Marsha C. Williams
     
/s/ Charles P. Cooley
  
/s/ Christine Y. Yan
Charles P. Cooley
  
Christine Y. Yan
     
/s/ Suresh V. Garimella
    
Suresh V. Garimella